SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OXFORD BLACKPOINT VENTURE PARTNERS VII, LLC

(Last) (First) (Middle)
C/O VANN AVEDISIAN, POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FLOOR

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [ PBPB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/09/2013 C 500,000 A (1) 663,525 D(7)
Common Stock 10/09/2013 C 142,892 A (2) 806,417 D(7)
Common Stock 10/09/2013 C 109,270 A (3) 915,687 D(7)
Common Stock 10/09/2013 C 136,239 A (4) 1,051,926 D(7)
Common Stock 10/09/2013 C 266,096 A (5) 1,318,022 D(7)
Common Stock 10/09/2013 C 82,927 A (6) 1,400,949 D(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $0(1) 10/09/2013 C 500,000 09/19/2001 (1) Common Stock 500,000 $0 0 D(7)
Series B Preferred Stock $0(2) 10/09/2013 C 142,892 09/18/2002 (2) Common Stock 142,892 $0 0 D(7)
Series C Preferred Stock $0(3) 10/09/2013 C 108,336 10/08/2003 (3) Common Stock 109,270 $0 0 D(7)
Series D Preferred Stock $0(4) 10/09/2013 C 132,687 03/23/2005 (4) Common Stock 136,239 $0 0 D(7)
Series E Preferred Stock $0(5) 10/09/2013 C 257,143 02/13/2006 (5) Common Stock 266,096 $0 0 D(7)
Series F Preferred Stock $0(6) 10/09/2013 C 82,927 12/24/2008 (6) Common Stock 82,927 $0 0 D(7)
1. Name and Address of Reporting Person*
OXFORD BLACKPOINT VENTURE PARTNERS VII, LLC

(Last) (First) (Middle)
C/O VANN AVEDISIAN, POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FLOOR

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OXFORD CAPITAL PARTNERS, INC.

(Last) (First) (Middle)
C/O VANN AVEDISIAN, POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FLOOR

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock automatically converted into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
2. The Series B Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
3. The Series C Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
4. The Series D Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
5. The Series E Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
6. The Series F Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
7. Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") is an investment fund managed by Oxford Capital. Vann Avedisian is co-owner of Oxford Capital. Accordingly, Mr. Avedisian may be deemed to share power to vote and dispose of the securities owned directly by Oxford Blackpoint and Oxford Capital. Mr. Avedisian disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/Vann Avedisian, authorized person 10/11/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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